Exhibit
10.2


 


	
  WELLS
  FARGO

  	
   

  	
  REVOLVING LINE OF CREDIT NOTE

  
	
   

  	
   

  	
   

  
	
  $5,000,000.00

  	
   

  	
  Beverly  Hills, California

  
	
   

  	
   

  	
  December 4, 2009

  



 


FOR
VALUE RECEIVED, the undersigned HemaCare Corporation and Coral Blood
Services, Inc. (“Borrower”) promises to pay to the order of WELLS FARGO
BANK, NATIONAL ASSOCIATION (“Bank”) at its office at Beverly Hills RCBO, 433 N.  Camden
Drive, Suite 505, Beverly Hills, CA 90210, or at such other place as the
holder hereof may designate, in lawful money of the United States of America
and in immediately available funds, the principal sum of $5,000,000.00, or so
much thereof as may be advanced and be outstanding, with interest thereon, to
be computed on each advance from the date of its disbursement as set forth
herein.


 


1.             INTEREST:


 


1.1           Interest. The outstanding
principal balance of this Note shall bear interest (computed on the basis of a
360-day year, actual days elapsed) at a rate per annum 0.25000% above the Prime
Rate in effect from
time to time. The term “Prime Rate” means at any time the rate  of interest most recently announced within Bank at its principal office
as its Prime Rate, with the understanding that the  Prime
Rate is one of Bank’s base rates and serves as the basis upon which effective
rates of interest are calculated for those loans making reference thereto, and
is evidenced by the recording thereof after its announcement in such internal
publication or publications as Bank may designate. Each change in the rate of
interest hereunder shall become effective on the date each Prime Rate change is
announced within Bank.


 


1.2           Payment of Interest.  Interest accrued  on this Note shall be payable on the 1st day of each month, commencing
January 1, 2010.


 


1.3           Default
Interest. From and after the
maturity date of this Note, or such earlier date as all principal owing
hereunder becomes due and payable by acceleration or otherwise, or at Bank’s
option upon the occurrence, and during the continuance of an Event of Default,
the outstanding principal balance of this Note shall bear interest at an
increased rate per annum (computed on the basis of a 360-day year, actual days
elapsed) equal to 4% above the rate of interest from time to time applicable to
this Note.


 


2.             BORROWING AND REPAYMENT:


 


2.1           Borrowing and Repayment.  Borrower may from time to time during the term
of this Note borrow, partially or wholly repay its outstanding borrowings, and
reborrow, subject to all of the limitations, terms and conditions of this Note
and of the Credit Agreement between Borrower and Bank defined below; provided
however, that the total outstanding borrowings under this Note shall not at any
time exceed the principal amount stated above. The unpaid principal balance of
this obligation at any time shall be the total amounts advanced hereunder by
the holder hereof less the amount of principal payments made hereon by or for
Borrower, which balance may be endorsed hereon from time to time by the holder.
The outstanding principal balance of this Note shall be due and payable in full
on December 1, 2011.


 


2.2           Advances. Advances hereunder,
to the total amount of the principal sum available hereunder, may be made by
the holder at the oral or written request of (a) John Doumitt or Robert S.
Chilton, any one acting alone, Who are authorized to request advances and
direct the disposition of any advances until written notice of the revocation of such authority is
received by the holder at the office designated above, or (b) any person,
with respect to advances deposited to the credit of any deposit account of
Borrower, which advances, when so deposited, shall be conclusively presumed to
have been made  to or for the benefit of Borrower regardless of the fact that persons other than those
authorized to request advances may have authority to draw against such account.
The holder shall have no obligation to determine whether any person requesting
an advance is or has been authorized by Borrower.


 


	
  PROMNOTE.CA (05/09)

  	
  20091113012

  	
   

  
	
  Revolving Line of Credit
  Note

  	
   

  	
   

  
	
  01178, #0262320210

  	
   

  	
   

  



 


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2.3           Application
of Payments.  Each payment made on this Note shall be
credited first, to any interest then due and second, to the outstanding
principal balance hereof.


 


3.             EVENTS
OF DEFAULT:


 


This
Note is made pursuant to and is subject to the terms and conditions of that
certain Credit Agreement between Borrower and Bank dated as of December 4,
2009, as amended from time to time (the “Credit Agreement”). Any default in the
payment or performance of any obligation under this Note, or any defined event
of default under the Credit Agreement, shall constitute an “Event of Default”
under this Note.


 


4.             MISCELLANEOUS:


 


4.1           Remedies. Upon the
occurrence of any Event of Default, the holder of this Note, at the  holders option, may declare all
sums of principal and interest outstanding hereunder to be immediately due and
payable without presentment, demand, notice of nonperformance, notice of
protest, protest or notice of dishonor, all of which are expressly waived by
Borrower, and the obligation, if any, of the holder to extend any further
credit hereunder shall immediately cease and terminate. Borrower shall pay to
the holder immediately upon demand the full amount of all payments, advances,
charges, costs and expenses, including reasonable attorneys’ fees (to include
outside counsel fees and all allocated costs of the
holder’s in-house counsel), expended or incurred by the holder in
connection with the enforcement of the holder’s rights and/or the collection of
any amounts which become due to the holder under this Note, and the prosecution
or defense of any action in any way related to this Note, including without
limitation, any action for declaratory relief, whether incurred at the trial or
appellate level, in an arbitration proceeding or otherwise, and including any
of the foregoing incurred in connection with any bankruptcy proceeding
(including without limitation, any adversary proceeding, contested matter or
motion brought by Bank or any other person) relating to Borrower or any other
person or entity.


 


4.2           Obligations Joint and Several.
Should more than one person or entity sign this Note as a Borrower, the
obligations of each such Borrower shall be joint and several.


 


4.3           Governing
Law. This Note shall be governed
by and construed in accordance with the laws of the State of California.


 


IN WITNESS WHEREOF, the undersigned has
executed this Note as of the date first written above.


 


	
  HemaCare Corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ John Doumitt

  	
   

  	
   

  
	
   

  	
  John Doumitt, Chief
  Executive Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Robert S. Chilton

  	
   

  	
   

  
	
   

  	
  Robert S. Chilton, Executive
  Vice President & Chief Financial Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Coral Blood Services, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ John Doumitt

  	
   

  	
   

  
	
   

  	
  John Doumitt, Chief
  Executive Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Robert S. Chilton

  	
   

  	
   

  
	
   

  	
  Robert S. Chilton, Chief
  Financial Officer

  	
   

  	
   

  



 


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